NAMPAK LIMITED - Update on debt extensions and group refinancing

Update on debt extensions and group refinancing

NAMPAK LIMITED
Registration number 1968/008070/06
Incorporated in the Republic of South Africa
Share Code: NPK ISIN: ZAE000071676
Share Code: NPP1 ISIN: ZAE000004966
Share Code: NPKP ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak” or the “group” or the “company”)

UPDATE ON DEBT EXTENSIONS AND GROUP REFINANCING

Shareholders are advised that Nampak has successfully concluded term
sheets with the group's revolving credit facility and term loan
(“RCF”) lenders as well as the US Private Placement Noteholders
(“USPP”) (collectively "Lenders") on 31 March 2023 in terms of which
the Lenders and the company agreed:

   • that the requirement to repay R1 350 million by 31 March 2023
     would be replaced with new debt repayment requirements (“Debt
     Repayment Requirements”);
   • that the RCF debt maturity date would be extended from 31
     December 2023 to 30 June 2024;
   • that the maturity date for the USPP would be extended from 28
     May 2023 to 30 June 2024;
   • an extension fee of 0.43% of the debt due to the Lenders;
   • an increase from the 10-year fixed term funding rate of 5.25%
     originally agreed in 2013 to a fixed interest rate of 12.00% per
     annum, from 1 April 2023 in respect of the debt due to the USPP;
     and
   • an increase in interest rates of 0.86% per annum across the RCF
     facilities, from 1 April 2023 in respect of the debt due to the
     RCF lenders;

subject to a number of conditions precedent, the most important being
an agreed asset disposal plan, the implementation of specified steps
towards the provision of a full security package and the entering
into of long-form agreements to be fulfilled on or before 15 May 2023
or such later date as is agreed between the parties (the
“Extensions”).

The Debt Repayment Requirements are as follows:

   • the company will host an extraordinary general meeting of
     shareholders (“EGM”) to approve resolutions relating to a rights
     offer (“Rights Offer”), launch the requisite Rights Offer such
     that the net proceeds from the Rights Offer will be available
     to settle debt on or before 30 September 2023;
   • the company will make debt repayments of R350 million to the
     Lenders on or before 30 September 2023 in addition to any
     proceeds from the Rights Offer and any business disposal
     proceeds; and
   • proceeds from disposals of assets amounting to at least R250
     million are required to be received by no later than 31 December
     2023 with such proceeds utilised to repay debt.

Details of the long form agreements including revised covenants will
be included in the group’s interim results which are expected to be
released on or about 24 May 2023 or published separately thereafter.

In addition, the group is required to finalise credit approved term
sheets for the refinancing of the group’s long-term funding by 15
June 2023 (the “Refinancing”).

Details of the Refinancing will be announced before the posting of
the EGM circular in respect of the Rights Offer.

Bryanston
4 April 2023

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank
Limited

Date: 04-04-2023 05:22:00
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